AMENDED AND RESTATED DISTRIBUTION AGREEMENT
AMENDED
AND RESTATED DISTRIBUTION AGREEMENT
THIS
AMENDED AND RESTATED DISTRIBUTION AGREEMENT (this “Agreement”) is made and
entered into as of this 27th day of February, 2007, by and among LKCM Funds,
a
Delaware business trust (the “Trust”), Xxxxxx Xxxx Capital Management
Corporation, a Delaware corporation (the “Adviser”), and Quasar Distributors,
LLC, a Delaware limited liability company (the “Distributor”), and amends and
restates in its entirety the Distribution Agreement, by and among the Trust,
the
Adviser, and the Distributor, dated May 1, 2002, as amended on May 13, 2003,
July 11, 2005, and May 8, 2006.
WHEREAS,
the Trust is registered under the Investment Company Act of 1940, as amended
(the “1940 Act”), as an open-end management investment company, and is
authorized to issue shares of beneficial interest (“Shares”) in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS,
the Adviser is duly registered under the Investment Advisers Act of 1940, as
amended, as an investment adviser;
WHEREAS,
the Trust desires to retain the Distributor as principal underwriter in
connection with the offering and sale of the Shares of each series listed on
Exhibit
A
hereto
(as amended from time to time) (each a “Fund”, collectively, the
“Funds”);
WHEREAS,
the Distributor is registered as a broker-dealer under the Securities Exchange
Act of 1934, as amended (the “1934 Act”), and is a member of the National
Association of Securities Dealers, Inc. (the “NASD”);
WHEREAS,
this Agreement has been approved by a vote of the Trust’s board of trustees
(“Board”) and its disinterested trustees in conformity with Section 15(c) of the
1940 Act; and
WHEREAS,
the Distributor is willing to act as principal underwriter for the Trust on
the
terms and conditions hereinafter set forth.
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which
is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
| 1. |
Appointment
of Quasar as Distributor
|
The
Trust
hereby appoints the Distributor as its agent for the sale and distribution
of
Shares of the Funds, on the terms and conditions set forth in this Agreement,
and the Distributor hereby accepts such appointment and agrees to perform the
services and duties set forth in this Agreement.
| 2. |
Services
and Duties of the
Distributor
|
A. The
Distributor agrees to sell Shares of the Funds on a best efforts basis as agent
for the Trust during the term of this Agreement, upon the terms and at the
current offering price (plus sales charge, if any) described in the Prospectus.
As used in this Agreement, the term “Prospectus” shall mean the current
prospectus, including the statement of additional information, as amended or
supplemented, relating to the Funds and included in the currently effective
registration statement or post-effective amendment thereto (the “Registration
Statement”) of the Trust under the Securities Act of 1933 (the “1933 Act”) and
the 1940 Act.
1
B. During
the continuous public offering of Shares of the Funds, the Distributor will
hold
itself available to receive orders, satisfactory to the Distributor, for the
purchase of Shares of the Funds and will accept such orders on behalf of the
Trust. Such purchase orders shall be deemed effective at the time and in the
manner set forth in the Prospectus.
C. The
Distributor, with the operational assistance of the Trust’s transfer agent,
shall make Shares available for sale and redemption through the National
Securities Clearing Corporation’s Fund/SERV System.
D. In
connection with all matters relating to this Agreement, the Distributor agrees
to act in conformity with the Trust’s Declaration of Trust and By-Laws and with
the instructions of the Board and to comply with the requirements of the 1933
Act, the 1934 Act, the 1940 Act, the regulations of the NASD and all other
applicable federal or state laws and regulations. The Distributor acknowledges
and agrees that it is not authorized to provide any information or make any
representations other than as contained in the Prospectus and any sales
literature specifically approved by the Trust and the Distributor.
E. The
Distributor agrees to cooperate with the Trust in the development of all
proposed advertisements and sales literature relating to the Funds. The
Distributor agrees to review all proposed advertisements and sales literature
for compliance with applicable laws and regulations, and shall file with
appropriate regulators those advertisements and sales literature it believes
are
in compliance with such laws and regulations. The Distributor agrees to furnish
to the Trust any comments provided by regulators with respect to such materials
and to use its best efforts to obtain the approval of the regulators to such
materials.
F. The
Distributor at its sole discretion may repurchase Shares offered for sale by
shareholders of the Funds. Repurchase of Shares by the Distributor shall be
at
the price determined in accordance with, and in the manner set forth in, the
Prospectus. At the end of each business day, the Distributor shall notify,
by
any appropriate means agreed upon by the parties hereto, the Trust and its
transfer agent of the orders for repurchase of Shares received by the
Distributor since the last report, the amount to be paid for such Shares, and
the identity of the shareholders offering Shares for repurchase. The Trust
reserves the right to suspend such repurchase right upon written notice to
the
Distributor. The Distributor further agrees to act as agent for the Trust to
receive and transmit promptly to the Trust’s transfer agent shareholder requests
for redemption of Shares.
G. The
Distributor may, in its discretion, enter into agreements with such qualified
broker-dealers and other parties as it may select, in order that such
broker-dealers also may sell Shares of the Funds. The form of any dealer
agreement shall be mutually agreed upon and approved by the Trust and the
Distributor. The Distributor may pay a portion of any applicable sales charge,
or allow a discount, to a selling broker-dealer, as described in the Prospectus
or, if not described, as agreed upon with the broker-dealer. The Distributor
shall include in the forms of agreement with selling broker-dealers a provision
for the forfeiture by them of their sales charge or discount with respect to
Shares sold by them and redeemed, repurchased or tendered for redemption within
seven business days after the date of confirmation of such
purchases.
2
H. The
Distributor shall devote its best efforts to effect sales of Shares of the
Funds
but shall not be obligated to sell any certain number of Shares.
I. The
Distributor shall prepare reports for the Board regarding its activities under
this Agreement as from time to time shall be reasonably requested by the Board,
including reports regarding the use of 12b-1 payments received by the
Distributor, if any.
J. The
services furnished by the Distributor hereunder are not to be deemed exclusive
and the Distributor shall be free to furnish similar services to others so
long
as its services under this Agreement are not impaired thereby. The Trust
recognizes that from time to time officers and employees of the Distributor
may
serve as directors, trustees, officers and employees of other entities
(including investment companies), that such other entities may include the
name
of the Distributor as part of their name and that the Distributor or its
affiliates may enter into distribution, administration, fund accounting,
transfer agent or other agreements with such other entities.
| 3. |
Duties
and Representations of the
Trust
|
A. The
Trust
represents that it is duly organized and in good standing under the law of
its
jurisdiction of organization and registered as an open-end management investment
company under the 1940 Act. The Trust agrees that it will act in material
conformity with its Declaration of Trust, By-Laws, its Registration Statement
as
may be amended from time to time and resolutions and other instructions of
its
Board. The Trust agrees to comply in all material respects with the 1933 Act,
the 1940 Act, and all other applicable federal and state laws and regulations.
The Trust represents and warrants that this Agreement has been duly authorized
by all necessary action by the Trust under the 1940 Act, state law and the
Trust’s Declaration of Trust and By-Laws.
B. The
Trust, or its agent, shall take or cause to be taken, all necessary action
to
register Shares of the Funds under the 1933 Act and to maintain an effective
Registration Statement for such Shares in order to permit the sale of Shares
as
herein contemplated. The Trust authorizes the Distributor to use the Prospectus,
in the form furnished to the Distributor from time to time, in connection with
the sale of Shares.
C. The
Trust
represents and agrees that all Shares to be sold by it, including those offered
under this Agreement, are validly authorized and, when issued in accordance
with
the description in the Prospectus, will be fully paid and nonassessable. The
Trust further agrees that it shall have the right to suspend the sale of Shares
of any Fund at any time in response to conditions in the securities markets
or
otherwise, and to suspend the redemption of Shares of any Fund at any time
permitted by the 1940 Act or the rules of the Securities and Exchange Commission
(“SEC”). The Trust shall advise the Distributor promptly of any such
determination.
| D. |
The
Trust agrees to advise the Distributor promptly in writing:
|
|
(i)
in
the event of the issuance by the SEC of any stop-order suspending
the
effectiveness of the Registration Statement then in effect or the
initiation of any
|
proceeding
for that purpose; or
3
|
(ii)
of
the happening of any event which makes untrue any statement of a
material
fact made in the Prospectus or which requires the making of a change
in
such
|
Prospectus
in order to make the statements therein
not misleading.
E. The
Trust
shall file such reports and other documents as may be required under applicable
federal and state laws and regulations. The Trust shall notify the Distributor
in writing of the states in which the Shares may be sold and shall notify the
Distributor in writing of any changes to such information.
F. The
Trust
agrees to file from time to time such amendments to its Registration Statement
and Prospectus as may be necessary in order that its Registration Statement
and
Prospectus will not contain any untrue statement of material fact or omit to
state any material fact required to be stated therein or necessary to make
the
statements therein not misleading.
G. The
Trust
shall fully cooperate in the efforts of the Distributor to sell and arrange
for
the sale of Shares and shall make available to the Distributor a statement
of
each computation of net asset value. In addition, the Trust shall keep the
Distributor fully informed of its affairs and shall provide to the Distributor
from time to time copies of all information, financial statements, and other
papers that the Distributor may reasonably request for use in connection with
the distribution of Shares, including, without limitation, certified copies
of
any financial statements prepared for the Trust by its independent public
accountants and such reasonable number of copies of the most current Prospectus,
statement of additional information and annual and interim reports to
shareholders as the Distributor may request. The Trust shall forward a copy
of
any SEC filings, including the Registration Statement, to the Distributor as
soon as reasonably practicable. The Trust represents that it will not use or
authorize the use of any advertising or sales material regarding the Funds
unless and until such materials have been approved and authorized for use by
the
Distributor.
H. The
Trust
represents and warrants that its Registration Statement and any advertisements
and sales literature of the Trust (excluding statements relating to the
Distributor and the services it provides that are based upon written information
furnished by the Distributor expressly for inclusion therein) shall not contain
any untrue statement of material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, and that all statements or information furnished to the Distributor
pursuant to this Agreement shall be true and correct in all material
respects.
| 4. |
Compensation
|
As
compensation for the services performed and the expenses assumed by Distributor
under this Agreement, including, but not limited to, any commissions paid for
sales of Shares, Distributor shall be entitled to the fees and expenses set
forth in Exhibit
B
hereto
(as amended from time to time), which are payable promptly after the last day
of
each month. Such fees (or portions thereof) shall be paid to Distributor by
the
Trust, provided that (i) the payment of such fees is not prohibited by Rule
12b-1 of the 1940 Act, and (ii) such fees will not cause any Fund to incur
annualized Rule 12b-1 fees in excess of such amount as may be determined from
time to time by the Board. Except as set forth above, such fees shall be paid
to
Distributor by the Adviser.
4
| 5. |
Expenses
|
A. The
Trust
shall bear all costs and expenses in connection with the registration of its
Shares with the SEC and related compliance with state securities laws, as well
as all costs and expenses in connection with the offering of the Shares and
communications with shareholders of its Funds, including but not limited to
(i)
fees and disbursements of its counsel and independent public accountants; (ii)
costs and expenses of the preparation, filing, printing and mailing of
Registration Statements and Prospectuses and amendments thereto, as well as
related advertising and sales literature; (iii) costs and expenses of the
preparation, printing and mailing of annual and interim reports, proxy materials
and other communications to shareholders of the Funds; and (iv) fees required
in
connection with the offer and sale of Shares in such jurisdictions as shall
be
selected by the Trust pursuant to Section 3(E) hereof.
B. The
Distributor shall bear the expenses of registration or qualification of the
Distributor as a dealer or broker under federal or state laws and the expenses
of continuing such registration or qualification. The Distributor does not
assume responsibility for any expenses not expressly assumed
hereunder.
| 6. |
Indemnification
|
A. The
Trust
shall indemnify, defend and hold the Distributor, and each of its present or
former members, officers, employees, representatives and any person who controls
or previously controlled the Distributor within the meaning of Section 15 of
the
1933 Act, free and harmless from and against any and all losses, claims,
demands, liabilities, damages and expenses (including the costs of investigating
and defending any alleged losses, claims, demands, liabilities, damages or
expenses and any reasonable counsel fee incurred in connection therewith) which
the Distributor, each of its present and former members, officers, employees
or
representatives or any such controlling person, may incur under the 1933 Act,
the 1934 Act, any other statute (including Blue Sky laws) or any rule or
regulation thereunder, or under common law or otherwise, arising out of or
based
upon any untrue statement, or alleged untrue statement of a material fact
contained in the Registration Statement or any Prospectus, as from time to
time
amended or supplemented, or in any annual or interim report to shareholders,
or
in any advertisement or sales literature, or arising out of or based upon any
omission, or alleged omission, to state therein a material fact required to
be
stated therein or necessary to make the statements therein not misleading,
or
based upon the Trust’s failure to comply with this Agreement or applicable law;
provided, however, that the Trust’s obligation to indemnify the Distributor and
any of the foregoing indemnitees shall not be deemed to cover any losses,
claims, demands, liabilities, damages or expenses arising out of any untrue
statement or alleged untrue statement or omission or alleged omission made
in
the Registration Statement, Prospectus, annual or interim report, or any such
advertisement or sales literature in reliance upon and in conformity with
information relating to the Distributor and furnished to the Trust or its
counsel by the Distributor in writing and acknowledging the purpose of its
use
for the purpose of, and used in, the preparation thereof. The Trust’s agreement
to indemnify the Distributor, and any of the foregoing indemnitees, as the
case
may be, with respect to any action, is expressly conditioned upon the Trust
being notified of such action brought against the Distributor, or any of the
foregoing indemnitees, within a reasonable time after the summons or other
first
legal process giving information of the nature of the claim shall have been
served upon the Distributor, or such person, unless the failure to give notice
does not prejudice the Trust. Such notification shall be given by letter or
by
telegram addressed to the Trust’s President, but the failure so to notify the
Trust of any such action shall not relieve the Trust from any liability which
the Trust may have to the person against whom such action is brought by reason
of any such untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of the Trust’s indemnity agreement contained
in this Section 6(A).
5
B. The
Trust
shall be entitled to participate at its own expense in the defense or, if it
so
elects, to assume the defense of any suit brought to enforce any such loss,
claim, demand, liability, damage or expense, but if the Trust elects to assume
the defense, such defense shall be conducted by counsel chosen by the Trust
and
approved by the Distributor, which approval shall not be unreasonably withheld.
In the event the Trust elects to assume the defense of any such suit and retain
such counsel, the indemnified defendant or defendants in such suit shall bear
the fees and expenses of any additional counsel retained by them. If the Trust
does not elect to assume the defense of any such suit, or in case the
Distributor does not, in the exercise of reasonable judgment, approve of counsel
chosen by the Trust or, if under prevailing law or legal codes of ethics, the
same counsel cannot effectively represent the interests of both the Trust and
the Distributor, and each of its present or former members, officers, employees,
representatives or any controlling person, the Trust will reimburse the
indemnified person or persons named as defendant or defendants in such suit,
for
the fees and expenses of any counsel retained by Distributor and them. The
Trust’s indemnification agreement contained in Sections 6(A) and 6(B) shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Distributor, and each of its present or former
members, officers, employees, representatives or any controlling person, and
shall survive the delivery of any Shares and the termination of this Agreement.
This agreement of indemnity will inure exclusively to the Distributor’s benefit,
to the benefit of each of its present or former members, officers, employees,
representatives or to the benefit of any controlling persons and their
successors. The Trust agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against the Trust or any of its
officers or directors in connection with the issue and sale of any of the
Shares.
C. The
Distributor shall indemnify, defend and hold the Trust, and each of its present
or former trustees, officers, employees, representatives, and any person who
controls or previously controlled the Trust within the meaning of Section 15
of
the 1933 Act, free and harmless from and against any and all losses, claims,
demands, liabilities, damages and expenses (including the costs of investigation
or defending any alleged losses, claims, demands, liabilities, damages or
expenses, and any reasonable counsel fee incurred in connection therewith)
which
the Trust, and each of its present or former trustees, officers, employees,
representatives, or any such controlling person, may incur under the 1933 Act,
the 1934 Act, any other statute (including Blue Sky laws) or any rule or
regulation thereunder, or under common law or otherwise, arising out of or
based
upon any untrue or alleged untrue, statement of a material fact contained in
the
Trust’s Registration Statement or any Prospectus, as from time to time amended
or supplemented, or arising out of or based upon Distributor’s failure to comply
with this Agreement or applicable law, or the omission, or alleged omission,
to
state therein a material fact required to be stated therein or necessary to
make
the statement not misleading, but only if such statement or omissions was made
in reliance upon, and in conformity with, written information relating to the
Distributor and furnished to the Trust or its counsel by the Distributor for
the
purpose of, and used in, the preparation thereof. The Distributor’s agreement to
indemnify the Trust, and any of the foregoing indemnitees, is expressly
conditioned upon the Distributor’s being notified of any action brought against
the Trust, and any of the foregoing indemnitees, such notification to be given
by letter or telegram addressed to the Distributor’s President, within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the Trust
or
such person unless the failure to give notice does not prejudice the
Distributor, but the failure so to notify the Distributor shall not relieve
the
Distributor from any liability which the Distributor may have to the person
against whom such action is brought by reason of any such untrue, or alleged
untrue, statement or omission, otherwise than on account of the Distributor’s
indemnity agreement contained in this Section 6(C).
6
D. The
Distributor shall be entitled to participate at its own expense in the defense
or, if it so elects, to assume the defense of any suit brought to enforce any
such loss, claim, demand, liability, damage or expense, but if the Distributor
elects to assume the defense, such defense shall be conducted by counsel chosen
by the Distributor and approved by the Trust, which approval shall not be
unreasonably withheld. In the event the Distributor elects to assume the defense
of any such suit and retain such counsel, the indemnified defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by them. If the Distributor does not elect to assume the
defense of any such suit, or in case the Trust does not, in the exercise of
reasonable judgment, approve of counsel chosen by the Distributor or, if under
prevailing law or legal codes of ethics, the same counsel cannot effectively
represent the interests of both the Trust and the Distributor, and each of
its
present or former members, officers, employees, representatives or any
controlling person, the Distributor will reimburse the indemnified person or
persons named as defendant or defendants in such suit, for the fees and expenses
of any counsel retained by the Trust and them. The Distributor’s indemnification
agreement contained in Sections 6(C) and (D) shall remain operative and in
full
force and effect regardless of any investigation made by or on behalf of the
Trust, and each of its present or former directors, officers, employees,
representatives or any controlling person, and shall survive the delivery of
any
Shares and the termination of this Agreement. This Agreement of indemnity will
inure exclusively to the Trust’s benefit, to the benefit of each of its present
or former directors, officers, employees or representatives or to the benefit
of
any controlling persons and their successors. The Distributor agrees promptly
to
notify the Trust of the commencement of any litigation or proceedings against
the Distributor or any of its officers or directors in connection with the
issue
and sale of any of the Shares.
E. No
person
shall be obligated to provide indemnification under this Section 6 if such
indemnification would be impermissible under the 1940 Act, the 1933 Act, the
1934 Act or the rules of the NASD; provided,
however,
in such
event indemnification shall be provided under this Section 6 to the maximum
extent so permissible, by law or regulation.
| 7. |
Obligations
of the Trust
|
This
Agreement is executed by and on behalf of the Trust and the obligations of
the
Trust hereunder are not binding upon any of the trustees, officers or
shareholders of the Trust individually but are binding only upon the Trust
and
with respect to the Funds to which such obligations pertain.
| 8. |
Governing
Law
|
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the extent that
the
applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with
the
1940 Act or any rule or order of the SEC thereunder.
7
| 9. |
Duration
and Termination
|
A. This
Agreement shall be deemed effective with respect to each Fund listed on
Exhibit
A
hereof
as of the date set forth therein and, with respect to each Fund not in existence
as of the date hereof, on the date set forth in an amendment to Exhibit
A
to this
Agreement relating to that Fund is executed. Unless sooner terminated as
provided herein, this Agreement shall continue in effect for one year from
the
date hereof. Thereafter, if not terminated, this Agreement shall continue
automatically in effect as to each Fund for successive one-year periods,
provided such continuance is specifically approved at least annually by (i)
the
Trust’s Board or (ii) the vote of a “majority of the outstanding voting
securities” of a Fund, and provided that in either event, the continuance is
also approved by a majority of the Trust’s Board who are not “interested
persons” of any party to this Agreement, by a vote cast in person at a meeting
called for the purpose of voting on such approval.
B. Notwithstanding
the foregoing, this Agreement may be terminated, without the payment of any
penalty, with respect to a particular Fund (i) through a failure to renew this
Agreement at the end of a term, (ii) upon mutual consent of the parties, or
(iii) upon not less than 60 days’ written notice, by either the Trust through a
vote of a majority of the members of the Board who are not “interested persons”
of the Trust and have no direct or indirect financial interest in the operation
of this Agreement or by vote of a “majority of the outstanding voting
securities” of a Fund, or by the Distributor. The terms of this Agreement shall
not be waived, altered, modified, amended or supplemented in any manner
whatsoever except by a written instrument signed by the Distributor and the
Trust. If required under the 1940 Act, any such amendment must be approved
by
the Trust’s Board, including a majority of the Trust’s Board who are not
“interested persons” of any party to this Agreement, by vote cast in person at a
meeting for the purpose of voting on such amendment. In the event that such
amendment affects the Advisor, the written instrument shall also be signed
by
the Advisor. This Agreement will automatically terminate in the event of its
assignment.
C. Paragraphs
6, 8, and 10 shall survive termination of this Agreement.
| 10. |
Confidentiality
|
The
Distributor agrees on behalf of itself and its employees to treat all records
relative to the Trust and prior, present or potential shareholders of the Trust
as confidential, and not to use such records for any purpose other than the
performance of Distributor’s responsibilities and duties under this Agreement,
except after notification and prior approval by the Trust, which approval shall
not be unreasonably withheld, and may not be withheld where the Distributor
may
be exposed to civil or criminal proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, when
subject to governmental or regulatory audit or investigation, or when so
requested by the Trust. Records and other information which have become known
to
the public through no wrongful act of the Distributor or any of its employees,
agents or representatives shall not be subject to this paragraph.
8
In
accordance with Regulation S-P, the Distributor will not disclose any non-public
personal information, as defined in Regulation S-P, received from the Trust
or
any Fund regarding any Fund shareholder; provided, however, that the Distributor
may disclose such information to any party as necessary in the ordinary course
of business to carry out the purposes for which such information was disclosed
to the Distributor, or as may be required by law. The Distributor agrees to
use
reasonable precautions to protect and prevent the unintentional disclosure
of
such non-public personal information.
| 11. |
Anti-Money
Laundering Program
|
A. The
Distributor represents and warrants that it (i) has adopted an anti-money
laundering compliance program (“AML Program”) that satisfies the requirements of
all applicable laws and regulations; (ii) undertakes to carry out its AML
Program to the best of its ability; and (iii) will notify the Trust
promptly if an inspection by regulatory authorities of its AML Program
identifies any material deficiency, and will promptly remedy any material
deficiency of which it learns.
B. The
Distributor represents and warrants that it will take reasonable steps,
including amending its dealer agreements and/or obtaining certifications from
its dealers, to establish that dealers selling the Funds on behalf of the
Distributor have anti-money laundering programs in place.
C. The
Distributor’s AML Program is attached hereto as Exhibit
C.
The
Distributor will notify the Trust promptly of any material amendments to its
AML
Program.
| 12. |
Miscellaneous
|
The
captions in this Agreement are included for convenience of reference only and
in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect. Any provision of this Agreement which may be determined
by competent authority to be prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors. As used in this Agreement, the terms
“majority of the outstanding voting securities,” “interested person,” and
“assignment” shall have the same meaning as such terms have in the 1940
Act.
| 13. |
Notices
|
Any
notice required or permitted to be given by any party to the other shall be
in
writing and shall be deemed to have been given on the date delivered personally
or by courier service, or 3 days after sent by registered or certified mail,
postage prepaid, return receipt requested or on the date sent and confirmed
received by facsimile transmission to the other parties’ respective addresses as
set forth below:
9
Notice
to
the Distributor shall be sent to:
Quasar
Distributors, LLC
Attn:
President
000
Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxxxx 00000
notice
to
the Trust shall be sent to:
Xxxxx
X.
Xxxxx
Chief
Compliance Officer
000
Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx
Xxxxx, XX 00000
Phone:
(000) 000-0000
Fax:
(000) 000-0000
and
notice to the Adviser shall be sent to:
Xxxxx
X.
Xxxxx
Chief
Compliance Officer
000
Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx
Xxxxx, XX 00000
Phone:
(000) 000-0000
Fax:
(000) 000-0000
10
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
a duly authorized officer on one or more counterparts as of the date first
above
written.
| LKCM FUNDS | QUASAR DISTRIBUTORS, LLC | |
| By: /s/ J. Xxxxxx Xxxx, Xx. | By: /s/ Xxxxx Xxxxxxxxx | |
| Name: J. Xxxxxx Xxxx, Xx. | Name: Xxxxx Xxxxxxxxx | |
| Title: President | Title: President | |
XXXXXX
XXXX CAPITAL MANAGEMENT CORPORATION
By:
/s/
J. Xxxxxx Xxxx,
Xx.
Name:
J.
Xxxxxx Xxxx,
Xx.
Title:
President
11
Exhibit
A
to
the
Fund
Names
Separate
Series of LKCM Funds
| Name of Series |
Date
Added
|
|
|
|
| LKCM Small Cap Equity Fund (Institutional Class) |
May
1, 2002
|
| LKCM Small Cap Equity Fund (Adviser Class) |
May
1, 2003
|
| LKCM Equity Fund (Institutional Class) |
May
1, 2002
|
| LKCM Equity Fund (Adviser Class) |
May
1, 2003
|
| LKCM Balanced Fund |
May
1, 2002
|
| LKCM Fixed Income Fund |
May
1, 2002
|
| LKCM International Fund |
May
1, 2002
|
| LKCM Aquinas Growth Fund |
July
11, 2005
|
| LKCM Aquinas Value Fund |
July
11, 2005
|
| LKCM Aquinas Fixed Income Fund |
July
11, 2005
|
| LKCM Aquinas Small Cap Fund |
July
11,
2005
|
A-1
Exhibit
B
to
the
Fee
Schedule
B-1
Exhibit
C
to
the
Distributor
Anti-Money Laundering Program
C-1
